The projected cash flow isn't guaranteed. The debt payment is though.
I've seen a few people in the ETA community, including @redacted, posting about this recently, and I think it's an important conversation for searchers.
Are we putting too much confidence in a traditional QoE?
Obviously, you should get a QoE. But confirming that $750K of historical SDE is legitimate doesn't necessarily mean $750K is what you're actually buying.
The bigger question is: What will this business cost YOU to operate once the seller is gone?
That's where operational diligence matters.
You can have perfectly clean historical financials and still find out after closing that:
The seller was doing 5 different jobs that now require multiple hires
Key employees were significantly underpaid
CapEx was deferred for years to preserve cash flow
Trucks, equipment or facilities need immediate investment
Major customer relationships lived entirely with the seller
The company is materially understaffed
Working capital needs are much higher than expected
There is no CRM, real reporting, SOPs, recruiting infrastructure or technology
A 30-year-old business is basically running on paper, spreadsheets and what's inside the owner's head
You're about to spend significant money on people, systems, technology and consultants just to professionalize the operation
None of those things necessarily make the QoE wrong.
That's the scary part.
The historical SDE can be completely accurate while the post-close cash flow is materially different.
Then there's another layer: seller fraud.
Most sellers are honest. But some aren't - @redacted found out the hard way-but is blessing everyone with the knowledge of what went wrong with a fraudulent seller - hats off to him. You want a QoE provider who has seen enough deals to know when something just doesn't smell right.
One provider I've personally used, @redacted, has been doing QoEs for over a decade—before most people even knew what search was.
Years ago, he almost acquired a business himself. Something didn't feel right, he kept digging, ultimately concluded the seller was being fraudulent and walked away.
Elliott later performed a QoE for me on an acquisition I was pursuing in 2023.
His work helped me walk away from that deal too.
That's not a failed QoE. That's exactly what good diligence is supposed to do.
I don't just want someone who can recreate financials and validate add-backs. I want someone who understands operations, seller dependence, staffing, CapEx, working capital, systems, customer risk—and has seen enough transactions to recognize when something doesn't add up.
Because there's a massive difference between:
“We confirmed the historical earnings.”
and
“We understand what this business will actually cost you to operate on Day 1.”
That distinction becomes especially important when you're personally guaranteeing millions of dollars of SBA debt.
Your projected cash flow isn't guaranteed. Your debt payment is.
Curious where other searchers land on this:
Should operational diligence effectively be part of every QoE, or should they remain two completely separate workstreams?
Sometimes the best deal you do is the one you didn't do.